US Shareholders. The New GVC Shares have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New GVC Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New GVC Shares are expected to be issued pursuant to the Scheme in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under the US federal securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of GVC after the Effective Date may not resell the New GVC Shares received under the Scheme without registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. xxxx.xxxxx Shareholders who believe they may be affiliates of GVC after the Effective Date for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New GVC Shares received under the Scheme. For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), xxxx.xxxxx will advise the Court through counsel that its sanctioning of the Scheme will be relied upon by xxxx.xxxxx and GVC as an approval of the Scheme following a hearing on its fairness, at which hearing all xxxx.xxxxx Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all xxxx.xxxxx Shareholders.
US Shareholders. (a) Each U.S. Shareholder is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act;
(b) Each U.S. Shareholder understands that the certificates representing II-VI Shares will, so long as appropriate, bear the applicable legend set forth in Section 7.04;
(c) Each U.S. Shareholder agrees that II-VI shall be entitled to make a notation on its records and give instructions to any transfer agent of the II-VI Shares to refuse to register any transfer of the II-VI Shares not made pursuant to registration under the Securities Act or pursuant to an available exemption from registration;
(d) Each U.S. Shareholder believes that it has received all information it considers necessary or appropriate and has had an opportunity to ask questions and receive answers from II-VI regarding the terms and conditions of the issuance and sale of the II-VI Shares and the business, properties, prospects and financial condition of II-VI (provided that this clause (c) shall in no way limit or modify the representations and warranties of the Buyer Parties set forth in this Article V of the Agreement or the right of each U.S. Shareholder to rely thereon); it is a sophisticated investor and that an investment in the II-VI Shares involves a high degree of risk; and that the valuation price of the II-VI Shares may or may not exceed the last publicly quoted per share “asked” price of the II-VI common stock on the date hereof; and
(e) Each U.S. Shareholder will be acquiring the II-VI Shares for its own account for the purpose of investment and not with a view to resale or distribution thereof; each U.S. Shareholder understands, acknowledges and agrees that it must bear the economic risk of its investment in the II-VI Shares for an indefinite period of time and that prior to any offer or sale of such securities, II-VI may require, as a condition to effecting a transfer of the II-VI Shares, an opinion of its counsel, reasonably acceptable to II-VI, as to the registration or exemption therefrom under the Securities Act.
US Shareholders. Each Shareholder other than Blue Ridge China, EI and the Xxxxxxx Holders shall promptly notify Blue Ridge China and EI if any person transfers or acquires any direct or indirect interest in such Shareholder, or upon the occurrence of any other event that would result in any person becoming a United States Shareholder (a defined in Section 951(b) of the U.S. Internal Revenue Code of 1986, as amended (“IRC”)) with respect to either the Company or any of its Subsidiaries by reason of such person owning (or being treated as constructively owning upon application of the attribution and constructive ownership rules set forth in IRC section 958 and the Treasury Regulations thereunder) any interest in the Company or any of its Subsidiaries through such Shareholder; provided that such Shareholder shall so notify Blue Ridge China and EI with respect to U.S. Shareholders of publicly-traded shares of such Shareholder only upon it becoming aware of such transfer or event; provided, further that such Shareholder shall not be required to comply with this Section 4.6 in the event compliance therewith would violate applicable public securities law.
US Shareholders. The Holders of Exro Shares or of securities convertible into Exro Shares who are US Persons do not hold Exro Shares or securities that when converted represent Exro Shares exceed 10% of the issued and outstanding Exro Shares on the Effective Date. Exro acknowledges that the BioDE Shares have not been and will not be registered under the 1933 Act or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States without registration under the 1933 Act and the applicable laws of all applicable states or an exemption from such registration requirements and Exro further acknowledges that BioDE has no present intention of filing a registration statement under the 1933 Act in respect of the BioDE Shares.
US Shareholders. To the best of its knowledge, none of the shareholders of Braingrid are U.S. Persons, as that term is defined in Regulation S promulgated in the United States Securities Act of 1933, as amended, and Braingrid acknowledges that it is aware that the Resulting Issuer Shares have not been and will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States without registration under the Securities Act of 1933 and the applicable laws of all applicable states or an exemption from such registration requirements and Braingrid further acknowledges that Match has no present intention of filing a registration statement under the Securities Act of 1933 in respect of the Resulting Issuer Shares.
US Shareholders. Any US Shareholder (or any persons acting for the account or benefit of such US Shareholder) receiving this document is requested to execute the US Investor Certificate, which can be requested from Link Group by email to xxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxx.xx.xx, and return it to Aurora in accordance with the instructions printed thereon. If a US Shareholder (or any person acting for the account or benefit of such US Shareholder) does not execute and return a US Investor Certificate, and the Company and the Aurora Board believe such person is an Ineligible US Shareholder, the Aurora Board reserves the right, at its absolute discretion, to require any New Aurora Shares to which such Ineligible US Shareholder is entitled (beneficially or otherwise) and which such Ineligible US Shareholder would otherwise receive under the Scheme to be issued to the Liquidators (as nominees for the relevant Ineligible US Shareholder) who will arrange for the New Aurora Shares to be sold on the stock market promptly by a market maker (which will be done without regard to the personal circumstances of the relevant Ineligible US Shareholder and the value of the Shares held by the relevant Ineligible US Shareholder) and the net proceeds of such sale (after deduction of any costs incurred in effecting such sale) will be paid to the relevant Ineligible US Shareholder entitled to them as soon as reasonably practicable, and in any event no later than 10 Business Days after the date of sale, save that entitlements of less than £5.00 per Ineligible US Shareholder will be retained in the Liquidation Pool. US Shareholders who have any questions regarding the submission of the US Investor Certificate may call Link Group on 0000 000 0000. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Link Group cannot give any advice on how US Shareholders should complete the US Investor Certificate. Such persons are encouraged to seek their own advice should they have any questions regarding the completion of the US Investor Certificate. The Company and Aurora reserve the right, in their absolute discretion, to investigate in ...
US Shareholders. The New Aurora Shares are being offered and sold only (i) outside the United States in “offshore transactions” to persons who are not US Persons pursuant to Regulation S under the US Securities Act; and (ii) in the United States to persons that are both “qualified institutional buyers” as defined in Rule 144A under the US Securities Act and “qualified purchasers” as defined in Section 2(a)(51) of the US Investment Company Act, pursuant to an exemption from the registration requirements of the US Securities Act, and that, in the case of (ii), have executed a US Investor Certificate. There are significant restrictions on the purchase and resale of the New Aurora Shares by persons that are located in the United States, that are US Persons, or who hold New Aurora Shares for the account or benefit of US Persons and on the resale of New Aurora Shares to any person who is located in the United States or to, or for the account or benefit of, a US Person. If in the future an initial purchaser, as well as any subsequent holder, decides to offer, sell, resell, pledge, deliver, assign or otherwise transfer the New Aurora Shares, they may do so only: (i) outside the United States in an “offshore transaction” complying with the provisions of Regulation S under the US Securities Act to a person not known by the transferor to be a US Person, by pre-arrangement or otherwise; (ii) pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, and in a manner that would not result in the Company being required to register under the US Investment Company Act; or (iii) to Aurora or a subsidiary thereof. The Scheme is being implemented subject to United Kingdom disclosure requirements which are different from United States disclosure requirements for similar transactions. In addition, US Shareholders should be aware that this document has been prepared in accordance with a UK format and style, which differs from the US format and style of documents for similar transactions. In particular, parts of this document contain information concerning the Scheme required by UK disclosure requirements which may be material and may not have been summarised elsewhere in the document. Furthermore, the Scheme will be subject to other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are differ...
